Mindswitch of the Masterminds
by sun tzu1
Summary: Lex Luthor: Mad scientist and criminal genius able to challenge Superman himself. Doctor Doom: Master of science and sorcery, greatest foe of the Fantastic Four. When these two are switched, each represents a terrible threat to a world unfamiliar with his abilities. [Story written by Rik Levins.]


**NOTE:** This story was written and posted by Rik Levins a few years ago at the Comic Book Resources forums. I was not close to the late Mr. Levins, but I loved this story then, and I think it deserves to be posted where more people would read it. I hope he wouldn't have disapproved.

* * *

A scream of mingled anguish and fear tore itself from the battlements of the ominous black castle, as the first crimson rays of the breaking dawn appeared over the forested slopes of the surrounding mountains. It echoed through the streets of the village below, while early-rising citizens avoided each other's eyes and hurried about their business.

Such screams were not an uncommon occurrence from the castle of Victor Von Doom, absolute monarch of the tiny kingdom of Latveria, and it was best to just pretend not to hear them.

But little did the people of that beleaguered village suspect that it was their ruler himself who was the terrified victim this time.

"Master! What is wrong? Do you require medical attention?" the robot inquired.

"Aaaahh!" Lex Luthor shied away as the gleaming metal robot seemed to materialize out of thin air next to him. For an instant, his eyes darted about the room, desperately searching for a weapon. But even as he reacted, the logical part of his mind was already sorting through data, beginning to process the unbelievable situation in which he found himself.

There was, he realized, no immediate danger. This—machine, wherever it had come from—_(stealth field,_ answered that part of his mind that continually analyzed data even in the depths of abject terror. _No air displacement, so it didn't teleport, must have been invisible until now_)—this _robot,_was clearly subservient to…whoever it thought he was.

"Master?" the robot inquired.

"Be quiet. Let me think." Luthor rasped. His heart was still hammering inside his chest, but he forced himself to calm, forced himself to think rationally. His gaze swept the room in which he found himself.

He had awaked moments before, in a bed that was not his own, in a room he'd never seen before. In a country, judging by the view out the window, that was not America.

In a body that was _definitely _not his own.

He looked down at himself. He wore only a pair of silk briefs, and a heavily ornate ring on the third finger of his left hand, a ring that bore a coat-of-arms featuring a stylized letter "D". Gone was the flabby paunch he had developed on a steady diet of prison food over the last few years. His stomach was flat as a board, his arms and legs heavy with muscle.

He even had hair.

But his _face…_

He restrained the urge to once again run his fingers over the ridged scar tissue that covered his face from forehead to chin. There were no mirrors in this room, nor in the Olympic-sized bathroom that adjoined it. But on the wall was a pair of swords crossed over a shield, and he had seen his reflection in the polished metal. Coming on top of the shock of finding himself in this utterly strange environment, it had torn a scream of horror from him.

_Okay, so I'm not pretty,_ he told himself. _I'll deal with that later. Focus._

Once again his gaze swept the room. It was dominated by a massive carved-oak four-poster canopied bed, the satin sheets embroidered with the same coat-of-arms that was featured on his ring. A much larger version of that emblem also appeared on the wall at the head of that bed.

Those walls were made of stone, dressed and fitted with expert craftsmanship, and decorated with medieval weaponry. The floor was covered in what appeared to be a priceless genuine Persian carpet.

Luthor stepped closer to the open window, its simple wooden shutters thrown wide, and looked down at the village below. _Central Europe,_ he thought. _Could be any time period from the 1300's on up._

Except things were not quite as they appeared.

A closer look at the town below revealed what seemed to be some sort of electric cars moving silently among the horsedrawn carts, and some roofs were decorated with solar panels. And a faint heat-shimmer before him warned that the wide open windows were not as undefended as they might look.

And then there was the robot, of course. Luthor studied it more closely now.

_Highly advanced, _he noted, but it didn't have that subtle _wrongness _that he always associated with alien technology. _Whoever built this thing was human,_ he decided, _and almost as smart as I am._

"Master?" the robot inquired, noticing his attention.

"Not yet, I'm still thinking," Luthor said, holding up his hand. This drew his attention to the ornate ring on his hand, and a closer inspection revealed that it, too, was considerably more high-tech than it appeared. Experimentally he touched the gemstone…

"Whoof!" Luthor gasped, the wind knocked out of him. He staggered back, gaping at his hands, which were now sheathed in metal gauntlets. In fact, his entire body was now covered in a massive suit of armor, complete with tunic and hood. _This time there __**was **__air displacement, _a corner of his mind noted. _This stuff was __**teleported **__onto me._

That thought was immediately followed by another: _whoever this guy is, he must have enemies._ Luthor realized. _Forcefields on the windows, invisible robot bodyguards, armor he can put on with a fraction of a second's notice. He's got enemies, and they must be pretty hardcore. Maybe Superman-level hardcore._

The armor, he noted, seemed surprisingly light. He waved a hand, accidentally backhanding the robot, and was startled when the massive metal humanoid was flung completely across the room and smashed a carved-oak armoire into kindling. Okay, he amended, it's not light, it's _powered._

"Master? Have I transgressed?" the robot inquired, sitting up amid the fragments of wood.

"Not at all," Luthor answered, striding across the room, cape swirling behind him. He stopped, scowling, and with a single motion tore the cloth free and tossed it aside.

"Never did like _capes,_" Luthor muttered.

Reaching down, he effortlessly lifted the robot to its feet. "Identify yourself," he commanded.

"This unit is Doombot battlerob X-132," the machine promptly replied.

"And who am _**I?**_" Luthor inquired.

"You are His Royal Majesty Victor Von Doom, absolute monarch of Latveria, and rightful ruler of all humanity."

"Really." Beneath the metal mask, Luthor's lips slowly began to twist into a smile.

"Tell me…_**everything."**_

* * *

_Something was wrong._

The man in the bed appeared to be deeply, profoundly asleep. His eyes were closed, his breathing deep and regular. Even his alpha waves, had anyone been monitoring them, would have indicated a mind that was utterly calm and relaxed.

But appearances were deceptive.

Victor Von Doom had been awake for several minutes now, although no outward sign betrayed this fact. Doom had spent a lifetime honing his senses to be alert to danger, and those senses were telling him now that something was very wrong. Without a need to open his eyes, he was aware that the bed in which he lay was not his bed. The room in which he found himself was not the bedchamber in his castle.

Even the body he wore was not his own.

This was not the utterly paralyzing shock it would have been to lesser men. Doom was himself capable of mind transfer, a mental technique he had learned from his time amid the Ovoid aliens. He had worn other bodies in the past, even that of his enemy, the insipid Reed Richards.

But this was not of his own doing, and he felt the fury begin to build within him, carefully banked and controlled by iron discipline. _Whoever has dared perpetrate this outrage,_ he told himself, _will pay a price that will redefine the concept of suffering._

Doom opened his eyes and sat up, having determined that there was no immediate threat to his person. He took in his surroundings, an uninspired concrete-walled chamber devoid of windows or decoration, and got to his feet.

This proved more difficult than it should have been. His body was grossly overweight and poorly conditioned, he noted with disgust. A nearby door led to a small bathroom, which included a mirror, something that was prohibited in Castle Doom. He studied his unfamiliar face carefully. Bald, and there was no trace of beard stubble. _Some sort of medical condition, then. _But at least the face was unscarred, and might even have been handsome without the fleshy jowls and double chin.

No matter, he thought, as he did not intend to occupy this body for one second longer than necessary.

Dressing in a pair of drab gray coveralls he found draped over a nearby chair, he set out to explore his surroundings.

Forty minutes later, Doom sat in a comfortably-upholstered leather chair before a complex control panel, studying a bank of monitor screens. He had learned a great deal, from accessing the computer system built into this facility.

It was, Doom was forced to admit, a moderately impressive facility. From the outside, a view that was available on several of the screens before him, it appeared to be an isolated mountaintop observatory, Yet the inside was far larger than it would appear, extending deeply into the bedrock of the mountain itself, and all of it indicative of a technology far beyond anything commonly available in the twentieth century.

A technology that was nearly the equal of Doom's own.

Yet in spite of the advanced tech, the design of this building indicated a mind that was, in Doom's opinion, somewhat undisciplined and emotionally immature. The "Hall of Heroes," for example—statues of such villains as Genghis Khan and Al Capone, among others. _A barbarian and a common thug, _Doom thought contemptuously. Hardly worthy of adulation, and once Doom had assumed his rightful place as emperor of all humanity, such aberrations would never be permitted.

But the most disturbing revelation had come when he attempted to learn the geographical location of this-hideout, if such it was.

He was not on Earth—not on _his _Earth, at any rate, but a parallel universe. And although such emotions as self-doubt were strictly for lesser intellects, even Doom was forced to admit that it might be a challenge to find his way back to the universe of his origins.

BREEEEEEEEEEEEEEEEEEEEEEEEEE EEEEEEEEEEEEEEEEEEEEEE EEEEEEEEEEEEEE

Instantly locating the correct control to deactivate the alarm, on a control panel orders of magnitude more complex than any aircraft cockpit, Doom slapped at a rocker switch that immediately silenced the shrieking noise.

_"Intruder alert,"_ a pleasant contralto voice came from the speakers. The largest of the monitor screens abruptly reconfigured itself to display a powerfully-muscled humanoid figure in flight configuration, apparently heading straight toward Doom's location. He was costumed in bright primary colors, with a flowing red cape. _So,_Doom thought disgustedly. _This world, too, is infested with those mentally-challenged individuals who style themselves 'super heroes'. Unfortunate._

_"Target identification: Superman. Initiate defensive measures?" _the computer-generated voice inquired.

"By all means", Doom replied, watching with interest.

The multiple monitors afforded an excellent view from several different angles, as a nearly-invisible forcefield abruptly sprang into existence before the flying man. Unable to stop in time he crashed into it; the field bulged inward with a shimmer of rippling of colors, but held, and the costumed man was flung backwards to crash into a nearby rocky outcropping.

A moment later he was on his feet, apparently unhurt, and as one camera zoomed in for a closeup, Doom was mildly surprised to see that he was smiling. "Well, Lex, I wasn't sure if you were in there, but I guess that answers the question." He said, his voice coming clearly from the speakers.

A moment later, he had taken to the air again…just as an enormous robot, easily fifty feet tall, reared up from its place of concealment under a layer of dirt, rock and grass. "Oh, come on, Lex, another big robot?" the flying man's voice came again. "You know that trick never works!" At that moment, twin beams of intense green energy flared from the robot's eye lenses, striking the costumed man and staggering him. He fluttered from the air like a wounded bird, until a massive metal fist smashed into him—

-knocking him _**toward**_ the observatory. At the last instant, he seemed to pick up speed, and crashed into the forcefield with much greater force than previously. _Ah,_ Doom thought, _this one is clever. He __**allowed **__the machine to strike him, adding its force to his own. _And even as this thought crossed his mind, the forcefield gave way, vanishing in a fireworks display of colors, and the flying man was through.

And a fraction of a second after _that,_the reinforced concrete wall of the room exploded inward. Doom observed that not a single fragment passed anywhere near him, and made a mental note. That was clearly not by chance; this—"Superman"—had a weakness. He was merciful even to his enemies, a flaw that could be exploited.

"Hello, Lex", the costumed man said pleasantly. "Excuse me a second while I take out your toy". He glanced to the side, and a machine nearby abruptly flared whitehot, the molten casing sagging as a smell of burning metal filled the room. On the monitor screens the robot outside stopped moving and crashed to the ground.

"So, do we go through the usual dance, or would you care to be smart for once and just surrender?" Superman inquired. He nodded toward a futuristic weapon lying on a workbench within Doom's reach.

Victor Von Doom smiled slowly. He made no move toward the weapon, but simply raised his hands. "I'm all yours…Superman", he said, feigning an American accent. It was obvious that the costumed simpleton had to idea of Doom's true identity. By this time tomorrow he would walk out of prison wearing the body of a guard, or perhaps even the warden.

_And soon you—or at least, your powers—will be __**mine,**_ he added mentally.

* * *

"No wonder they worshipped it," Lex Luthor murmured.

He stood on a rocky outcropping overlooking a sea of red-hued vegetation that stretched to an oddly distant horizon. But his gaze was directed upward, to where an enormous red sun seemed to fill half the sky, looming overhead as though about to fall and consume the world.

"They called it Rao," he said. "It means, 'The Eye of God'." He shook his head. "Their God must have been an angry one."

"Master?" the gleaming metal robot at his side inquired.

"Never mind, Babbage," Luthor said. "You aren't programmed to understand that sort of thing."

He turned away, the servomotors in his armor whining slightly with each move. His body was completely enclosed in a metallic green exoskeleton, equipped with nuclear-powered "muscles", a protective forcefield, and anti-gravity generators. Without such protection his frail human body would have been crushed instantly by the massive gravity and atmospheric pressure of the alien planet on which he stood.

"We'd better get to work," he said. "Even with the improvements I've made in Von Doom's armor, it won't stand up to this environment for very long." He walked toward the saucer-shaped spacecraft parked nearby, touching a control stud on his wrist gauntlet. A panel slid open in the side of the ship, revealing a sledlike conveyance. It had been designed to accomodate his armored form, and Luthor mounted with some difficulty and activated the antigravity controls. Sluggishly, fighting against a pull many times stronger than that of Earth, it rose into the air.

Beside him, the robot, equipped with its own countergravity mechanism, rose as well.

As they descended toward the jungle of scarlet foliage, Luthor continued speaking, though he knew the robot neither understood nor cared. Perhaps it was just a very human need to hear a living voice, even his own, amid the vastness of a world that would never know intelligent life.

"Worlds like this one are extremely rare", he said. "The core of the planet is composed of fissionable transuranic elements under enormous heat and pressure. Sooner or later, usually sooner, a chain reaction ignites, and the planet explodes like a gigantic atomic bomb." He steered toward a clearing in the dense jungle below, and began to descend, the robot following silently.

"The odds against such a planet surviving long enough for intelligent life to evolve-well, they're literally astronomical." He laughed bitterly. "Naturally, it was just my luck that I happened to be born in a universe that beat the odds." The sled touched down silently on a carpet of blood-hued grasslike vegetation, surrounded by things that looked...almost...like trees. Animal sounds closed in around them, alien hootings, chirps and roars that sounded subtly different from the ambient noises of any dense jungle on Earth.

"In _this_particular universe, the planet exploded over a hundred million years ago. It wasn't easy to backtrack along the paths of the remnants until I could pinpoint that exact moment. But once I did, it was a fairly straightforward matter to incorporate Von Doom's time machine into a spacecraft of my own design. And here we are...GOT YOU, you little bastard!" Luthor had spun suddenly, firing his wrist weapon at a shrewlike animal as it skittered up the trunk of a nearby red-hued tree, blasting the tree into fragments.

"Master?" the robot inquired.

Luthor chuckled. "Early mammalian prototype. Who knows, I may have just killed the very distant ancestor of a certain costumed cretin. Not that he was ever going to be born anyway, not in _this _reality."

Silence had fallen for a moment, reaction to the unfamiliar sound of the ray-blast, but in seconds the animal noises began to resume. Luthor ignored them as he ignored the mosquito-like insects battering futilely against his forcefield. He was searching for something, and-

"Master! Over here", the robot called. Luthor hurried to the machine's side, and looked at the nest of soccer-ball-sized greenish eggs half-concealed by piled-up foliage. He unclipped a handheld scanner from his belt compartment and trained it on the eggs.

"Perfect", he said. "We'll take them all. Load them onto the sled".

They had loaded only three of the eggs when an ear-shattering roar seemed to shake the very ground, and a huge reptilian beast broke from the cover of the trees, charging directly toward them. It vaguely resembled a Triceratops, although the bony ridge behind its head was larger, and-flickered with images? "Amazing", Luthor murmured. It almost looked as though the images resembled-himself, and Babbage, being ripped apart in a shower of blood. "I think we're actually seeing its thoughts", he remarked, casually raising his wrist weapon. Before he could fire, the robot had already done so, and the animal dropped instantly in its tracks, half of its head disintegrated. Including the fascinating thought screen.

"Pity", Luthor said, the scientist in him intrigued in spite of the danger to himself and his plans.

They resumed loading the remaining eggs-seven in all-and once again took to the air.

Less than an hour later, Luthor's spacecraft lifted off and quickly accelerated away, leaving behind a planet that would never be named Krypton.

* * *

"Here he comes", the warden's secretary said. "There's someone with him", she added a moment later.

She stood on the roof of Metropolis State Prison, along with Warden Hislop and a squadron of armed guards. In the center of the guards knelt a portly, bald man in prison grays, his wrists and ankles shackled.

He was crying.

Above them floated a human figure, clad in in a costume of bright primary colors, his cape fluttering in the breeze. He descended slowly toward the group, and now they could see that he was carrying a woman in his arms.

No...not a woman. _A mermaid._

The warden gaped at her for a moment, then seemed to recollect himself, and snapped at one of the guards, "Bring the chair". One of his men hastened to obey, pushing over a wheelchair that they had brought to the rooftop.

Superman bent, and gently deposited the woman...no, the _mermaid_...into the chair.

She was, the warden thought, the most beautiful creature he had ever seen, with dark hair and eyes of a deep emerald green. He realized that he was staring, as were all of the other men. The secretary cleared her throat, breaking the spell, and as the warden looked up he realized that Superman was smiling. "She has that effect", he said.

"Hello, Warden Hislop, it's a pleasure to meet you", the mermaid said, and her voice was like a choir of angels. She extended her hand, and the warden, still trying desperately to regain his composure, took it, and was surprised at the strength in those slender fingers. "I'm Lori Lemaris".

"It's uh, a pleasure to meet you", he said, and his voice sounded hoarse to his own ears. Forcing his mind back to business, he nodded to the guards, who roughly hauled the sobbing prisoner to his feet. "This is the man", he said.

Lori wheeled herself closer, and reached out to touch the prisoner's forehead. She gasped, stiffening, and looked at Superman with an expression of fear.  
"He's telling the truth", she said. "This man is not Lex Luthor. His name is Michael Lebo, and until three days ago, he was a guard at this prison. Somehow his mind has been transferred to another man's body."

"Are you sure?" Superman said tensely. "This is Lex Luthor we're talking about. He's capable of anything-he might have hypnotized himself, somehow, implanted false memories".

"I'm not an amateur at this", the mermaid replied, tartly. "I've scanned him all the way down to primeval instincts. He's not faking."

"What about this Mike Lebo?" Superman asked, turning to the warden.

"Called in sick, three days ago. His wife says he came home from work, changed his clothes and took the car. No one's seen him since."

"There's one more thing", Lori said. "He doesn't remember much about the actual moment when his consciousness was switched to this body, but there was a brief...merging, you might say. I can't get any details, it only lasted an instant. But there's one word that stayed with him, something he picked up in that moment of transfer."

She looked up, and her green eyes were filled with concern.

"The word was, 'Doom'" she said.

* * *

"Dr. Richards! I think you'd better have a look at this!" The bearded man called out as he burst through the doors of the crowded auditorium. Heads turned toward him as a disapproving murmur swept through the audience.

At the podium stood a tall man, slender but athletic, with piercing dark eyes and short-cropped brown hair graying at the temples. He was dressed in a tweed jacket and chino pants, and he held up his hand for quiet. "Can it wait, Dr. Marunowski?" he asked.

"I don't think—" the bearded man started, but now several members of the audience were looking excitedly out the window, pointing and gesturing at something in the sky. Richards looked toward them but could not see what they were looking at from his position.

Not, at least, until his neck suddenly elongated like a snake, stretching halfway across the room, until his head was near the window. Gasps rang out from the audience, and one woman fainted, sliding down in her seat. Richards ignored them, his attention on the flaming number '4' hanging in the sky over the city.

He cursed as his neck snapped back to its normal position, fishing in his pocket for a communication device, and flicking it on.

"—God's sake, Reed, TURN ON YOUR COMMUNICATOR!" Susan Storm's voice came from the instrument, and Reed's blood ran cold. Never before had he heard such a note of near-hysterical terror from the woman he loved.

"Sue!" he shouted. "What's happening?! Talk to me!"

"Reed! Get over here NOW! It's—"

"That's perfectly all right, Miss Storm", a male voice interrupted. "I'm in no hurry. We'll wait".

Reed felt the blood drain from his face. He knew that voice only too well. "Doom!" He shouted. "If you hurt her, I swear I'll kill you!"

"Oh very good", the too-familiar voice said drily. "Can we say, 'cliché'? But don't worry, your girlfriend will be fine. Oh, and do bring your two partners, won't you?" There was a decisive click from the other end as the communication was ended.

Reed Richards screamed, then, a guttural sound of anguish and rage, as his arm shot across the room, fist enlarging as it went, and smashed the glass completely out of a window. An instant later, his entire body followed, bursting the seams of his conservative jacket and trousers to reveal a form-fitting uniform of shimmering blue material. Before the startled audience members could blink, he had vanished out the window like smoke and up the side of the building, to the roof where a section of the Fantasticar was parked.

"You might as well stop doing that", the armored figure said.

He stood on the rooftop of the Baxter Building, amid the wreckage of several automated containment devices that were intended to trap and restrain unwanted visitors. Behind him, the Invisible Girl had circled toward the rooftop door. Although she was fully cloaked, his eyes seemed to track her every move without difficulty. "I know exactly where you are", he said. "Really, if I intended to hurt you I'd already have done so. Why don't we just go inside, sit down like civilized human beings, and—ah, there he is."

The Fantasticar had come in on a screaming power dive, pulling up at the last split-second, and Reed was out of it before it had even stopped moving. He advanced toward the armored man before him, who folded his arms and smiled.

It was Doctor Doom, all right—and yet, it wasn't.

Doom's appearance had changed radically. His armor no longer resembled something from the Middle Ages, but had taken on a futuristic look, like something out of a science-fiction movie. And instead of the familiar gunmetal gray, it was now an emerald green, with violet trim. He had discarded the cape and tunic.

And he no longer wore a mask.

"Victor?" Reed stopped, as Susan dropped her invisibility and rushed into his arms. "Your face—"

It was Victor's face, handsome and unscarred, looking exactly as it had during their college days. _Exactly _as it had. Doom was not only healed, he appeared to be no more than twenty years old.

"Actually, Dr. Richards, despite appearances, I'm not Victor Von Doom. We've never met, in fact, although I've heard a great deal about you. Permit me to introduce myself; Lex Luthor, at your service." He smiled and extended a hand to shake.

**"IT'S CLOBBERIN' TIME, YOU SON OF A BITCH!" **a bass voice shouted, as a massive orange figure smashed through the rooftop door and charged straight at the armored figure. "Ben, wait—" Reed shouted. Too late. An enormous rocklike fist slammed into the side of 'Luthor's' face, with a sound like a wrecking ball hitting the side of a building.

Nothing happened.

This—'Luthor'—didn't budge. He didn't even blink. He didn't even stop smiling. And the Thing staggered backwards, shaking his fist, mouth open in a silent scream of agony.

"Ben, get back!" Johnny Storm shouted, as his flaming form appeared suddenly above the roof. "I got this!" A fiery blast shot from his outstretched hands—

-and vanished, along with Johnny's flame, as Luthor pursed his lips and literally _blew him out,_with a blast of hurricane-force wind. The force of that blast not only extinguished Johnny's flame, but sent him hurtling backwards to smash into a large billboard across the street. Reed lunged for him, stretching completely across the intervening space—too late. Johnny, semi-conscious, began to plummet to the ground.

But before he had fallen ten feet, a green blur snatched him from the air, and an instant later Luthor gently deposited his dazed form on the rooftop at Susan's feet. "My apologies, Miss Storm", he said, as Sue frantically clutched at her younger brother. "I don't quite know my own strength yet."

"I'll show you my own strength!" the Thing shouted, charging forward. He swung a haymaker—and stumbled, off-balance, as he hit only air. Luthor was suddenly ten feet away, so instantaneously it looked as though he had teleported. The Thing, snarling, turned and tried again to hit his armored opponent—with exactly the same results.

And again. And again.

"We can keep this up all day," Luthor said, smiling. "But, you know, you'd only hurt yourself if I actually let you hit me."

"Ben, that's enough", Reed said.

"Alright, Mr…Luthor," Reed said. "Let's say I believe you. What exactly do you want?"

"Why, that's simple, Dr. Richards", Luthor said, smiling. "I'm going to need intelligent administrators to help me run things, once I've taken control of this world. I thought I'd offer you, and your teammates, a chance to join the winning side."

* * *

"Well, I'd say you've led me on a merry chase, Lex", Superman said. "But I don't think any of your victims are finding it very funny."

He stood just inside the entrance of an abandoned Tibetan monastery, high in the Himalayan mountains. That entrance gaped wide, its massive wooden doors long gone, along with any furnishings other than the bare stone walls. Outside, in the night, a storm raged, with gale-force winds whipping the snow into a frenzy. Lightning flashed as Superman strode forward, briefly illuminating the darkened interior, although it was already bright as day to the Man of Steel's infrared vision.

"Sixteen people, Lex", Superman continued. "Sixteen people across four continents, whose lives have been turned upside down by your actions". He shook his head. "You're going to fix this, Lex. You're going to put every one of those people back into their rightful bodies. I don't know how you managed to do what you've done, but I know you're going to undo it. I've given them my word."

At last the tall figure standing before the stone altar at the far end of the room spoke. "Your word means less than nothing to me", he said flatly. "Those people mean less than nothing. They were garments, to be worn and discarded. Their lives are meaningless."

Superman stopped, his head cocked to one side. "I know it's you, Lex", he said at last. "I've followed your trail across the world, tracking each victim as you abandoned them and moved to the next body. I don't know who you think you're fooling with this…Vincent Price act."

The man before him laughed harshly. He was tall and dark-haired, handsome in a cruel way, clad in a heavily insulated parka. "And _still_ you fail to grasp the obvious", he said contemptuously. "Did it never occur to you, not even once, that it was _never_ Lex Luthor you faced? That the body you arrested months ago was _already _inhabited by another?"

Superman stood absolutely still. "That…explains a lot", he said at last. "All right, then…if you're not Luthor…who are you?"

The tall man sketched a mocking bow. "Ironically, you now gaze upon my true visage," he said. "This body is that of Victor Von Doom, who in another reality would have been myself. Here, his life took a different and far more…sheltered path. Here, his ambitions reached no higher than an executive position within the Bank of Zurich.

"Still, that position was useful in that it allowed me to…_liberate _the funds I required." He gestured at a bank of complex machinery behind him.

Superman stepped forward. "I don't know what those machines are supposed to do, but you don't seriously think I'm going to let you use them, do you?" He projected confidence, but inwardly the Man of Steel was plagued by doubt. He _didn't_know what those machines were for, and that worried him. For all of Luthor's bluster, Superman had never really believed that Lex was significantly smarter than himself. His own super-intelligence had always been sufficient to figure out any of Luthor's devices, with a little study.

But these mechanisms—didn't make sense. He had, of course, scanned them with his x-ray vision immediately upon entering the building. And he couldn't make heads or tails out of their circuitry.

Moreover, this 'Von Doom'…was much too confident. "This ends now", Superman said. Von Doom's hand emerged from his pocket, holding a small dumbbell-shaped piece of stone. Superman had already x-rayed the device, and found no trace of circuitry or chemicals. It was just a harmless chunk of crystal.

Or was it? Suddenly doubtful, Superman decided to take no chances. He sent a blast of heat vision, carefully calculated to heat the device beyond the point where a normal human being could stand to hold it, but not enough to cause serious harm.

Nothing happened.

The dumbbell-shaped device didn't even get warm. And now Superman noticed that both ends were carved into demonic heads, although they were so badly weathered that the design hadn't been immediately obvious.

A sudden chill swept through him. He started forward, blurring with super-speed—

-and hit an invisible barrier that stopped him cold. Stopped him, and held him, like a fly trapped in amber. Desperately, he struggled to move, but his body was completely paralyzed. Even his heat vision wouldn't work.

Doom smiled, and there was nothing human in that smile. "The Wand of Watoomb", he said quietly. "And if you're wondering, the circuitry in those devices relies as much upon sorcery as upon science. I will need both, to accomplish my objective."

Doom gestured with the Wand, and Superman floated up, helpless to stop himself, and drifted over toward the machines, coming to rest on a raised metal platform. Somewhere a generator began to hum, and moments later the machines came to life, glowing with a sickly yellow energy that seemed to curdle and swirl. Doom stepped forward and took hold of a pair of glowing metal rods, threw his head back—

-and Superman _screamed, _as he felt his powers draining out of him. It seemed to go on for hours, but in reality it was only minutes later that the paralysis broke and he tumbled to the floor, gasping.

Helpless. _Human._

He looked up, at the figure of Doom standing over him like a figure from nightmare, and that was the last thing he remembered.

* * *

"Reed, you can't be serious", Susan Storm said, and the look of hurt and disappointment in her eyes forced Reed Richards to look away. "We have no choice", he said, grimly.

**"THERE'S ALWAYS A CHOICE!" **Ben Grimm bellowed. He slammed the flat of his massive rocklike hand down on the conference table, and the heavily-reinforced titanium steel buckled, leaving his handprint embedded in the surface.

"Yes", Reed replied. "We could fight. And die. Look at this". His arm elongated across the room, touching a control on the far wall. A video screen came to life, displaying a wireframe image of Lex Luthor's armored form. Beside it were a series of numbers, and a bar graph with over a dozen entries.

Every one of them was off the chart.

"The containment devices on the roof are designed to harmlessly restrain any unauthorized intruder", he said. "But they also include scanners that analyze the physical specifications and energy signatures of anyone they capture". He pointed at the bar graph. "Luthor broke out of those containment traps almost instantly, but there was time enough for the scan to take place". His voice dropped. "Luthor's power level is higher than anyone I've ever seen this side of Galactus. He could literally destroy this planet with no more effort than cracking a walnut".

"We _beat _Galactus, in case you forgot", the Thing retorted.

"Yes, but-" Reed started to say.

"Guys! You better come look at this!" Johnny Storm's voice called out. The three of them rose and hurried into the next room, where a larger video screen was displaying a live feed from downtown Manhattan.

Avengers Mansion was burning.

Outside of it, in streets that had been hastily cordoned off by the NYPD, the Avengers were fighting for their lives.

Giant Man was already down, his massive form crushing a pair of cars beneath him. Captain America, too, was unconscious, his indestructible shield embedded into a concrete pylon. Iron Man hovered nearby, balancing on boot jets. His repulsor rays were visible as a shimmering in the air, but they were having no apparent effect on their target.

That target was Lex Luthor. Only Thor seemed to be putting up an effective fight, and even he appeared hard-pressed. He and Luthor stood toe-to-toe, trading blows that sounded like bomb blasts, the concussion from each impact blasting glass out of nearby windows.

Thor appeared battered and bruised, his helmet missing, his clothing torn. Yet he fought grimly on, giving as good as he got.

Luthor was smiling, and completely unmarked. It was obvious that he was toying with his opponent.

"Bastard's cheating!" the Thing snarled. "Guess he don't think his own hide's tough enough; look, you can see he's got a force field, too!" He looked around. "C'mon, what are we doin' standin' around for with our thumbs up our butts?! Let's get over there and help!"

"Damn right!" Johnny said, turning toward the door.

"Wait"! Reed said, urgently. "Look"!

A new player had entered the picture, as a massive green form, far too large to be human, suddenly plummeted from the sky, landing atop Luthor with an impact that shook the ground, and caused the TV camera to momentarily fuzz out with static. When the picture cleared, Luthor was just getting to his feet, apparently unhurt.

Facing him was the Hulk. A very angry looking Hulk.

"Nobody gets to beat up on blondie but ME!" he roared, and his gutteral voice was clearly audible over the TV pickup.

Thor's voice could not be clearly heard, but he seemed to shout something as he angrily raised his hammer.

Luthor was no longer smiling. He looked annoyed. Suddenly his arm blurred with speed...

...and the Hulk's head exploded.

Everything seemed to freeze. For a moment that could have been eternity, the massive, headless body stood, shuddering, blood fountaining from the stump of his neck...

...and then everything happened at once.

The Hulk's body crashed to the ground, as Thor raised his hammer, and summoned the lightning. A series of blinding bolts crashed down on Luthor, and the TV image dissolved into white, then black.

"That's it. I'm going", Johnny said.

"Wait, dammit!" Reed cried out. As the others turned to look at him, he said, "We need a plan!"

Ben snorted, raising his enormous fist. "I got yer plan right here", he said, turning to follow Johnny. Sue looked imploringly at Reed as she, too, turned to go.

Reed sighed. "Wait for me", he said, ducking into his laboratory and snatching up a device.

The echoes of thunder were still rolling through the streets, as the smoke and dust began to dissipate. Luthor's armored form strode forward, appearing from the haze like some brazen monster out of legend. His armor was partially melted, and his hair had been burned off, his skin reddened.

Iron Man chose that moment to attack from the side, channelling all of his armor's power into a single devastating punch.

Luthor didn't even blink, and a casual backhanded swipe sent his opponent completely through the side of a brick building. There was no further movement from the armored Avenger.

Thor began spinning his hammer, and Luthor stopped, suddenly, as reality itself seemed to ripple around him. Before his startled eyes, a hole began to open in the very fabric of space, a hole leading to...nothingness. Luthor started to back away, but suddenly found himself being drawn toward the anomaly, his feet carving trenches in the pavement.

"Okay, this isn't funny anymore", he said, turning his head to one side. Twin red beams, visible as streaks of superheated ionized air, shot from his eyes, vaporizing support beams in a nearby building. The massive structure collapsed with a roar of crumbling brick and concrete, burying the Thunder God in countless tons of rubble.

And the warp in space imploded, silently, leaving Luthor unharmed.

"Doubt if that finished him", he muttered, stepping forward and scanning with x-ray vision for the Asgardian's body. But before he could locate it, he abruptly found himself surrounded by a dense crowd of humming, buzzing-wasps?

There were literally millions of them, a swarm so dense that, without his super-vision, he would have been completely blinded. And though he knew, intellectually, that they could not even begin to harm him, there was something about the insects that momentarily triggered an instinctive fear, causing him to hesitate. "Miss Van Dyne, I believe", he said.

"Enough of this". Luthor clapped his hands together. The resulting concussion instantly dispersed the swarming insects, as well as stunning the inch-tall superheroine.

And in that same moment of distraction, a massive section of concrete and rubble was flung angrily aside, and Thor stood before him, chest heaving, clothing shredded, body covered in dirt and countless contusions.

And not one whit deterred.

Luthor looked into his ice-blue eyes, and suddenly, for the first time since he had acquired this body of cloned Kryptonian flesh, he felt the first cold stirrings of fear.

But then, Luthor suddenly noticed that the Thunder God's hands were empty. He had lost his hammer! Even as this realization occurred to him, the Asgardian extended his hand toward a large pile of bricks, and the rubble began to stir.

Luthor struck, instantly, his armored form a blur of super-speed, before the weapon could return to its master's hand. Thor struck back, his own form blurring with speed, and the two opponents exchanged Earth-shattering blows in a combat that was too fast for mortal eyes to follow.

But suddenly the Thunder God blanched, as a shock seemed to go through him. Luthor took advantage to land a devastating blow, and the powerful form of the Asgardian was hurled backward, slamming into a wall-

-and the frail, human form of Doctor Donald Blake slumped, unconscious, to the ground.

"Well, that wasn't quite as easy as I'd expected", Luthor muttered. At that moment his head snapped around, as the Fantasticar, all four of its sections joined now, appeared from around the side of a skyscraper. With a hiss of turbines, it settled onto the ground, and four costumed individuals leaped out.

"Get ready for round two, mister", the Human Torch said, his body igniting. Susan Storm faded to invisibility as the Thing began stalking forward, his fists clenched.

Richards held a device, clearly a weapon.

Luthor sighed. "I'd really hoped you were smarter than that, Richards", he said. "I was looking forward to working with you."

Reed said nothing, but he pressed a stud on the device he held, and a sudden shockwave of energy rippled outward in all directions.

An instant later, the other three members of the Fantastic Four slumped to the ground, unconscious. Reed sighed, and set his weapon down.

As the television cameras zoomed in for a closeup, Richards went to one knee, and the microphones clearly picked up his words.

"All hail Lex Luthor, Emperor of Earth and supreme ruler of all mankind", he said.

* * *

"-perman. Superman. Clark. Can you hear me?...Su-"

The voice was faint, far-off, like the buzzing of a distant mosquito. He tried to ignore it, as it once again faded.

He was with Lois, the two of them swimming in the crystal-blue waters off a tropical island. The sun beat down, and the water was warm, the warmest thing he'd ever felt. He looked at Lois, and he wondered why he'd never noticed before how beautiful she was, her skin tanned by the sun, her green eyes flashing _(but weren't Lois' eyes blue?) _as she laughed and darted away from him. He reached for her, but she slipped aside, laughing, as graceful in the water as a _(mermaid?) _dolphin. He swam toward her. She turned to him, smiling, and said, "Be careful, he's suffering from hypothermia and frostbite."

"I'm being careful", another voice said. "I'm warming him from the inside out". He looked behind him, but no one was there, and the island and the blue sea were shimmering, fading. "Lois!" he called out. But she was gone, and everything was gone, and he was-

-awake, sitting up with a gasp, and he was _cold,_colder than he had ever been before in his life, shaking with cold, and he was sitting in a tub of water, with two women bending over him.

One was Lori Lemaris, a mermaid from Atlantis, sitting in a wheelchair. The other was a blonde teenaged girl, wearing a uniform of bright primary colors, her eyes glowing red with a gentle wave of warmth. His cousin, Kara.

Supergirl.

"What-" he tried to say. His voice came out a croak. "What-happened?" he tried again, more successfully. "I'm-what's wrong with me?"

"How much do you remember?" Supergirl asked.

He frowned. "I was tracking Luthor, closing in on him", he began. He coughed, cleared his throat and tried again. "He was hiding in a monastery in Tibet", he said, slowly. "I found him, but-he said he wasn't Luthor, that his name was...Von Doom? And...he had something, a...magical weapon. I think..." his voice trailed off, and he looked at the two women with a bleak expression.

"He took my powers", Superman said. "He used some kind of machine, and he drained my powers right out of me. And then he left. And-that's all."

Supergirl nodded. "When you didn't show up for three days, I started searching for you, but I didn't know where to look. Finally I decided to contact Lori. She was here, in Metropolis, helping the psychologists with Luthor's-I mean, Von Doom's-mindswitched victims. I had to wait until I could find her alone, since I'm...secret, and all."

Lori said, "I was able to sense your whereabouts, but I didn't know what had happened. Only that you were unconscious, and on the brink of death from the cold. Kara found you a six miles from the monastery, wrapped in your own cape, covered in snow. It's a wonder you got that far in the storm, without your powers."

Superman was finally beginning to feel better, the uncontrollable shivers damping down. He made an effort to rise from the tub of warm water, failed, and then, with help from his cousin, managed to get to his feet. He realized suddenly that he was naked, and felt his face redden. Supergirl looked away, embarrassed, but Lori only smiled and handed him a towel.

"Where are we?" he asked, hastily wrapping himself in the terrycloth.

"The Danvers' house", Supergirl said. "My adoptive parents are downstairs. I'm afraid this has all been a bit much for them."

"We're going to need help", Superman said, decisively. "This Von Doom character is incredibly dangerous. He makes Luthor look like Mother Theresa. We'll need the Justice League-what?" Something in the women's expression stopped him.

"There is no Justice League", Kara said, flatly. "Doom killed them. All of them." At her cousin's blank look, she elaborated. "It was a kinetic strike. A small asteroid, hurled to Earth. It took out JLA Headquarters and most of Rhode Island. There were no survivors".

Superman frowned, the words not quite sinking in yet. "That-can't be", he said at last. "Green Lantern's ring protects him automatically. And the Flash, it's almost impossible to take him by surprise, he should have-"

"We didn't understand it either", Lori said. "But I think that magical device you mentioned, the-Wand of Watoomb?"-she plucked the words from his mind, "must have had something to do with it. Somehow none of the JLA members were able to defend themselves." Superman opened his mouth to protest, to deny what she had told him. But the mermaid wasn't finished, and now he became aware of the haunted look in her own eyes.

"There were other strikes", she said. "Other places. Your fortress is gone, along with the bottled city, Kandor. The Doom Patrol is gone. The Teen Titans. Other heroes, too, in other parts of the world." She paused, seemed to shrink within herself.

"Atlantis is gone", she said. "My husband, Ronal. I survived because I was here, on land. No one else. I'm the last of my kind."

"Oh, my God, Lori, I'm so sorry", he said putting a hand on her arm.

She smiled, sadly. "I know, Clark. I know you, more than anyone, understand".

Kara stood beside them, a hand on each of their shoulders. "I understand something, now, too, Clark, why you wanted me to keep my existence a secret. I thought...I guess I thought you were being unfair, sometimes, but now..now, I get it. You were doing it to protect me from-something like-_him". _She shuddered. "I'm alive, because he doesn't know I exist".

"He couldn't have gotten _everyone", _Superman said. "There must be some superheroes left in the world."

"Very few, and none, I'm afraid, of any consequence", a new voice said. All three of them turned, startled, as another woman appeared, stepping out of the full length mirror on the inside of the bathroom door. She was tall and dark-haired, stunningly beautiful, dressed in a feminine version of the traditional magician's costume, complete with top hat. And fishnets.

"Hi", she said, "I'm Zatanna."

Twenty minutes later, with Superman dressed in one of Clark Kent's suits that Kara had obtained from his apartment, the four of them sat around a kitchen table downstairs, while Mrs. Danvers served coffee. Supergirl opted for iced tea, and sat in her chair sipping and stroking a large orange cat that had settled in her lap, purring loudly. Her adopted father remained in the living room, dividing his attention between them and the news on the television.

"My father is-was-a magician, and a part-time super-hero before he retired", Zatanna said. "Three days ago he sensed that someone had activated an extremely old and powerful magical artifact. The Wand of Watoomb." She shuddered. "He said that no one could use it without sacrificing their soul. But he knew-he knew that that someone would be coming for him, for any magic users who could possibly be a threat. So he sent me...someplace safe. An in-between dimension, someplace you can get to through mirrors. And he stayed behind, covering up any magical traces of my existence, until-until..." she fought for control, won it, and covered by taking a sip of her coffee. "And he told me to come here", she continued at last. "An ordinary little house in the suburbs. I'd never even heard of Midvale, but somehow he knew..." she looked at Supergirl, with an expression of wonderment.

"Folks", Fred Danvers called out. "Something's happening. Doom's about to address the United Nations." They gathered around the television. An outside shot of the U.N. Building was displayed, against a background of a storm-lashed sky. Doom's asteroid strikes had disrupted weather patterns across the world, creating monstrous storms, and freakish temperature extremes.

But then, all concerns with the weather were forgotten, as Doom appeared, descending from the roiling black clouds like an angel of Death. He was in full regalia, masked and armored, and his cloak flared out behind him in the icy wind. Lightning flashed, outlining his ominous figure, and not a person on Earth who witnesses his arrival could repress a shudder of dread.

The plaza below had been cleared for him, but suddenly, in a flash of energy, a small army of men and women appeared, like acolytes awaiting the coming of their dark God. They were costumed and masked, and some of them seemed not even to be human, but all were silent as they looked up at the armored figure descending to them.

Fred Danvers whistled softly. "He's got himself an army. Look at that. All supervillains. That's the Mirror Master, and the Joker, and-is that a gorilla?"

The villains said nothing, but fell into step behind Doom as he entered the U.N. Building and mounted the podium. A hush fell over the crowd.

"People of Earth", Doom began. "Rejoice, for your day of liberation is at hand. Liberation from want, from hunger, disease, war, poverty. I shall make of this world a paradise, a world of order and sanity. You need only bow your heads to me. For I am the way, and the power, and the light that shall guide you, for now and for all time.

"Your heroes are dead. They were false heroes, for they gave you false hopes. Your weapons have spent themselves against me, to no avail. Defiance is futile. Denial is madness. Resistance is death.

Your governments are hereby dissolved. Henceforth, there shall be only one government, one rule, one law. The law of Doom".

"Turn it off", Mrs. Danvers said. "I don't want to hear any more of this". Her husband obeyed.

"What do we do?" Supergirl asked the room. In the encroaching shadows of the evening, her face was pale.

"We need new heroes", Superman said. "A new Justice League. And I know where to get them. Or at least, I know someone else who does". All eyes followed him as he stood and walked over to the chair where Supergirl's pet cat lay sleeping. He looked at Lori. "Tell me-can you read the mind...of a cat?"

* * *

"What do you want?" Sue Storm demanded.

She sat in an uncomfortable folding chair, behind a partition of thick glass. Her wrists and ankles were shackled, and the cuff on her left wrist contained electronic circuitry that suppressed her invisilbility powers. Her face was thinner, paler than he remembered, and haggard-looking,

On the other side of the glass was Reed Richards, in civilian clothes. He no longer dared to wear his F.F. uniform, for fear of triggering a riot in the street. At least here, safely within the walls of the prison, he was able to relax and allow his facial features to resume their natural configuration.

"I-I just wanted to talk, Susan", he said, miserably. His eyes were red-rimmed and sunken, his cheeks unshaven. Behind him a slender woman with auburn hair leaned against the wall, watching impassively.

"I have nothing to say to you", Susan snapped. She looked at the other woman. "Either of you."

"Sue...you don't have to stay in here", he pleaded. "I can get you out, just say the word. All you have to do, is..."

"Is swear allegiance to _Emperor Lex"_, she sneered, making the words an epithet. "Just like _you _did, when you betrayed us?"

"It wasn't like that", he said, miserably. "What I did-I did it to save your lives-"

"Like you saved Johnny's life?" she demanded, her voice rising.

"He shouldn't have tried to escape", Reed protested, and knew instantly he'd said the wrong thing.

Sue's features twisted with fury, as she surged to her feet, a red flush creeping up from her neck. **"YOU KILLED MY BROTHER, YOU SON OF A BITCH!" **she shrieked. The suppressor device on her wrist suddenly sparked, circuits fusing as they overloaded-

-and the glass partition exploded outward. An invisible wall slammed into Reed like a tidal wave, instantly propelling him across the room and flattening his body against the concrete wall. Holes appeared in a random pattern, in the wall and in Richards' body, as the unseen wall sprouted spikes.

The auburn-haired woman gestured, a faint glow appearing around her hand, and a heavy fluorescent light fixture broke loose from the ceiling, one end swinging down to crash into the blonde woman's head. Her eyes rolled up and she dropped to the floor, unconscious.

"SUE!" Richards screamed, leaping forward as the invisible force wall dissolved. His pliable body snapped back to its normal shape as he did, unharmed by the spikes or the crushing pressure. He was at her side in a moment, cradling her in his arms, tenderly stroking back the bloodied hair from her forehead.

"Back off, mister", one of the guards ordered tersely, as the room was suddenly filled with armed men. Medics arrived moments later, and Sue was pulled from his arms and wheeled out on a stretcher. "I want to go with her," Richards demanded.

"Not gonna happen", the head guard stated flatly. "You might be a high muckety-muck in the new government, but in here you follow the rules, just like everybody else." His voice softened, slightly. "Look, I know you're worried, but the doc says it's a minor concussion, she should be fine by morning. I'll see that you're kept informed." As Richards opened his mouth to protest, he added, "It's the best I can do. Now, it's time for you to leave."

"Come on, Reed", Wanda Maximoff said.

They stepped outside, into the blazing Arizona sunlight, and began the long walk back to the main gate. On the way, they passed the quarry pit, where men labored in the heat, digging up silicates for one of the Emperor's solar projects. One prisoner turned to look up at him...a massive figure, seemingly carved from the rust-colored rock itself...except for the mechanical limb that replaced his right arm.

Ben Grimm stared up at his erstwhile best friend, and the hatred radiated off him like the shimmer of heat waves.

"You're welcome", Wanda said sarcastically, breaking the silence as they flew back to the Washington Palace in a modified jetcar. Reed had said nothing for the whole trip. He looked at her now. "You didn't have to do that", he said, angrily. "She wouldn't have hurt me."

"Didn't look that way to me", she retorted. "But I did it for her, not you. The guards would have stopped her in another few seconds, and they wouldn't have been as gentle".

Minutes later they reached their destination, the massive palace of green crystal that had replaced most of the old government buildings in the former nation's capitol, now the center of power for an entire planet. Below, the streets were crowded with horsedrawn buggies, bicycles, and even rickshaws. The Emperor had outlawed internal-combustion engines months ago, designing an efficient cold-fusion-powered vehicle for its replacement. But the actual production was far behind schedule, and people were having to make do with whatever alternative they could find.

Mostly they walked.

Richards landed in his assigned spot on the roof, and the two of them made their way to his laboratory. As Chief Science Advisor to the ruler of Earth, he controlled a vast section of the East Wing, most of it devoted to the Emperor's special pet project. "Reed!" Scott Lang, one of the technicians, greeted him. "You're just in time. We're ready to test." Wanda walked past him without a word, and knelt by Charles Xavier, in his antigravity chair.

Reed shook himself mentally, forcing thoughts of Sue out of his mind. This was the moment, the culmination of everything he had worked and sacrificed for. If this turned out the way he thought it would, all of the sacrifices, all of the deaths, would not be in vain.

_If _it worked.

The equipment filled most of the spacious laboratory. Parts of it had been salvaged from Xavier's Cerebro apparatus, and parts from Reed's own experiments with the Negative Zone. But mostly it relied upon the talents of the two mutants, one a telepath, and one with the power to affect probabilities. Reed nodded to Scott, and he began powering up the circuits."Are you ready?" he asked Wanda and Charles.

_Proceed, _Charles' telepathic voice echoed in his thoughts. He, alone, knew the real purpose behind this project, and he had worked to convince Magneto, leader of the free nation of Genosha under the Emperor, to allow his only daughter to participate. Now the two of them joined their abilities together, as the background hum of Richards' machine filled the room, and an image began to flicker on the screen.

Reed felt the blood drain from his face, as that image came into focus. "Oh...my...God", he whispered.

"What is the meaning of this?" Lex Luthor demanded from behind him.

* * *

"It's strange", Superman mused, "being able to touch it, like this."

Balanced in the palm of his hand was an irregular chunk of green, glowing rock, slightly larger than a golf ball.

"That's the sample I was experimenting with, a year or so ago." Supergirl said. "I was trying to find some way to neutralize its radiation, but I didn't have any luck. At least, I didn't think I had". She was standing ten feet away, watching nervously. "But you say it isn't..." she took a step forward, winced, and hastily retreated. "Ouch. Still feels like kryptonite to me", she said.

"Actually," Superman said, "what you accidentally created is something I call X-Kryptonite. I first ran into it a few years ago, on a planet the inhabitants called Zoron." He paused.

"The atmosphere was full of it, like a greenish haze, and it affected me almost as soon as I set foot on the ground", he went on. "I couldn't do squat. No super-strength, no x-ray vision, no flying, nothing. Fortunately, Batman and Robin were with me, and the stuff affected them in exactly the opposite way. So I knew it wasn't regular kryptonite." He smiled, reminiscing. "I thought we'd never get Robin to leave. I guess for a kid who grew up as a circus acrobat, being able to fly was..."

"The ultimate high?" Zatanna put in. Supergirl groaned. "Okay, that hurt worse than the kryptonite", she said.

"We talked about bringing some of the dust back with us", Superman resumed. "But in the end, we decided it was just too dangerous. If it got into the wrong hands..."

"...And here this chunk has just been sitting there in the grass for months", Supergirl said, paling slightly. "Thank Rao my cat was the only one who found it."

She looked at Superman. "Okay, since Doom stole your powers, it doesn't hurt you like it does me. But will it..." her voice trailed off as Superman closed his fist around the green stone and stepped over to a massive cylinder of metal and glass, apparently a replacement part for the huge telescope that dominated the observatory dome in which they stood. He reached down and picked up the mechanism without effort, though it must have weighed hundreds of pounds. "I guess that answers that question", she said.

"Me next", Zatanna said, but Superman walked over to where Lori Lemaris sat in her wheelchair. Lori had been out of water for several hours now, and was looking distinctly uncomfortable, but as she touched the green stone, her color flooded back. A moment later she rose from the chair and circled the room, cavorting effortlessly through the air. "This-this is amazing", she said. "How long does it last?"

"For a cat, several hours", Superman replied. "For a human-or mermaid-only a couple of minutes. Unless you keep a fragment of the stone on your person. That's why I'm going to break up this chunk into several pieces, and give each one of our new Justice League members a portion."

"That's the part I don't understand yet", Zatanna said, as she brushed her fingers on the glowing stone. "Where exactly are you going to get the volunteers for this new Justice League you keep talking about?"

"Right here", a new voice said.

They turned as a group of people began filing into the room. The speaker was a slender, almost delicate-looking middle-aged man, with thick eyeglasses and a prominent Adam's apple.

"My name is Victor Von Doom", he announced, in a noticeable European accent. "The _rightful_ Victor Von Doom, born of this world and this universe. It is _my _body that this _scheisskopf _has stolen, my body which he uses to do evil. And I welcome the opportunity to strike back, no matter what the cost."

"Yeah," another man said. "That's pretty much what we all say." Supergirl was startled to recognize the face and voice of Lex Luthor, although he now looked leaner, tougher, and much more determined. "Mike Lebo, here", he said.

Outside, more cars were arriving in the parking lot outside the isolated observatory. Altogether there were sixteen of them, twelve men and four women, all of them presently inhabiting bodies in which they had not been born.

Zatanna looked a question at Lori, who replied telepathically. _I've been working with all of them, trying to help them adjust to their...unique situation,_ she said. _I sent out a call, and every one of them volunteered to join our fight._

"You people are the core of the plan", Superman addressed them. "But the other part is here". He led them down a long flight of stairs, into a part of the building that was buried deep beneath the ground. "I thought it would be ironic to make Luthor's former hideout our base of operations", he said. "But it only makes sense, as this place is heavily shielded, designed specifically to defeat my own super-senses."

They arrived in a laboratory that resembled a set from the starship _Enterprise. _One wall was dominated by a massive machine with a viewscreen, presently displaying a misty grayness. "This was a stroke of luck. It looks like Luthor was working on a machine similar to the one I had in my Fortress, designed to communicate with prisoners in the Phantom Zone. I thought I'd have to recreate it from scratch." He turned to the others.

"What I'm going to do here will require not only this equipment, but the powers of a telepath", he indicated Lori, "and a magician with the ability to manipulate probability". He lowered his voice. "Unfortunately, we'll have only one shot at this, because as soon as Zatanna begins using her powers, Doom will sense it.

"You will all have powers and abilities far beyond those of mortal men. And women. But so does Doom, and he commands forces of sorcery beyond anything ever seen in this universe, plus an army of the most dangerous super-villains ever assembled. Your task will be to hold that army at bay until we succeed in what we are doing.

"Or until none of us are left alive". His eyes swept the impromptu army. "The odds are_not_in our favor, and if anyone wishes to leave, now is the time. No one will think the less of you."

No one moved.

"All right, then. Let's get started."

* * *

"Are you certain, Richards?" Lex Luthor demanded, staring at the viewscreen. "This is _my_ Earth? _My _universe?"

"You've checked my calculations yourself", Reed answered. "We know that it was a random quantum event that originally switched your mind with Von Doom's. By recreating that event mathematically, we could use Xavier's telepathic powers to track Von Doom across the multiverse. Of course, without Wanda's probability manipulation powers it would have taken millions, if not billions, of years to find him".

He indicated the viewscreen. "There's no doubt. That is the Earth you came from. I've kept my end of our bargain".

Luthor regarded the image, his lips a thin line. It was Earth, but an Earth like none he'd ever seen before. The atmosphere was turgid with dust and gas. Great sheets of ice had formed all across the northern hemisphere, while vast swaths of green had turned a cancerous brown throughout much of South America, Asia, and Africa. Monstrous storms lashed the oceans, and all across the continents huge craters gaped like festering open sores, the sullen glow of magma visible even from space.

"What...has that madman done...to _my_ world?" Lex whispered. "It looks like goddam Apokolips".

* * *

"Is everyone ready?" Superman inquired. Sixteen people nodded, wordlessly. Lori Lemaris and Zatanna sat side by side in padded reclining chairs, nervously holding hands, while the Man of Steel made final adjustments to the machine he faced.

The last few hours had been a different kind of battle for him. He had grown to rely more on his physical abilities than his mental ones, a kind of intellectual laziness that he was only now coming to recognize. Although he often told himself, and others, that he could understand any of Luthor's diabolical weapons if he put his mind to it, most often it had been easier to just punch him out. His Fortress had been full of scientific projects that he had begun, and never finished. There were always people to rescue, disasters to prevent, criminals to capture.

But Superman had been born Kal-El, son of Jor-El, the most brilliant mind on a planet centuries more advanced than Earth. He had inherited all of his father's abilities, had he chosen to develop them, and here, under a yellow sun where the processing power of his mind was multiplied literally a millionfold, he knew he had the potential to surpass even the vaunted Victor Von Doom.

And now that mind would be put to the ultimate test.

"Go", he said, flipping a switch.

Lori sank back, her eyes going blank, as she linked her mind with Zatanna. At the same time, the beautiful young magician began to whisper softly, backwards words that seemed to resonate with something more than mere sound.

And all Hell broke loose.

The observatory hideout's protective forcefield sprang into being, as a crowd of men, women, and...other things...appeared all around it, in a flash that rivalled the lightning arcing across the furious black sky. They were the supervillains, Doom's army of the lost and the damned, and they attacked without mercy or hesitation.

A man who seemed to be made of wood and leaves gestured, and the surrounding trees began to grow, twisting and writhing with unnatural vitality, their roots squirming beneath the earth like monstrous wooden snakes as they attempted to crush the underground rooms of the hideout. But the forcefield was a perfect sphere, half of it underground, and the roots could not penetrate.

A tall, thin man with crimson skin focused a flaring beam of golden energy from a yellow ring on the barrier, while a woman in purple cast eye-searing bolts of violet destruction. A creature that seemed more shark than man concentrated his mental powers, while a man dressed in yellow, moving with impossible speed, repeatedly attempted to vibrate through. Others launched beams of fire, or intense cold, or writhing black anti-energy, or forces that defied description.

And as more and more of the costumed villains brought their powers to bear, the force field bagan to flicker, rippling with colors. "Almost through", Sinestro said, grinning. And then his expression changed. "Who in the pits are they?" he demanded.

Sixteen people had suddenly appeared, flying in a loose formation from the opening atop the observatory. Ordinary-appearing men and women, they passed through the force field and plunged into the massed army of villains like avenging angels of destruction.

Villains began to scream.

Superman himself had spent years learning to control his enormous powers, always careful to hold back from using too much force in a world that seemed, from his point of view, to be made of tissue paper and smoke. These newly-minted superbeings had no such experience, nor much desire to show mercy.

And every one of them was powerful enough to move planets.

Some of the villains tried to fight. A few of them were even successful, momentarily. Professor Zoom was able to dodge the inexperienced woman who pursued him, at speeds approaching that of light-until twin beams of concentrated heat stabbed from her eyes, and the speedster shrieked as his legs were suddenly removed above the knee, the stumps instantly cauterized by temperatures approaching the core of a star.

The former Green Lantern from Korugar muttered "Kryptonians" under his breath, and threw up a barrier of yellow energy as the man who wore the body of Lex Luthor flew directly at him. "How about a little Gold Kryptonite", Sinestro sneered. A microsecond later his expression changed to one of shock, as the man flew right through his trap without apparent effect, and punched him squarely in the face. Sinestro's personal force field saved his life, but his jaw was shattered in six places as his body was hurled backward into a tree.

Gorilla Grodd, concentrating his mental powers, had stopped two of the attackers, forcing them to turn on each other. But then a thin, scholarly-looking man flew at him from the side. Grodd focused his immense will power, bringing the man to a stop. But to his shock, the unassuming little man gritted his teeth and began to advance, fighting off Grodd's influence with a force of will the supergorilla would not have believed possible. He turned to run, but the small man had seized him by the throat, and an instant later his head had been torn from his body.

By this time the villains had come to the realization that they were in over their heads. Although they numbered in the hundreds, the sixteen superbeings who opposed them were mowing them down like scythes cutting down wheat. Those who were still able to run turned to flee, and-

**"ENOUGH!" **boomed a voice that was louder than the thunder.

And Doom was there, his armored form hovering above the dome. Lightning cracked, again and again and again, as Doom seemed to draw the bolts to himself, drinking in their power as his body was outlined in a crackling, coruscating nimbus of energy.

Energy which he released in a single bolt of fury, backed by the sorcery of the Wand of Watoomb, that exploded against the force field of the observatory.

The barrier vanished in a flare of light.

Silence fell. Even the storm seemed to hold its breath. Motionless bodies, heroes and villains alike, lay scattered across the landscape, as Doom slowly descended.

A few feet above the ground he suddenly changed direction, accelerating to a blur of speed as he crashed through the concrete outer wall of the observatory. With a brief glance around the interior, he plunged down a flight of stairs, and emerged into the underground laboratory.

"That's as far as you go, Doom", Superman said. He was back in his costume, and his cape swirled behind him in the wind stirred up by Doom's entrance.

"I think not", Doom replied, his eyes flaring red with heat vision.

Nothing happened.

Superman smiled slightly, stepped forward, and rammed a punch into Doom's armored midsection. Caught completely by surprise, the archvillain doubled over and flew backward...

...for about ten feet, before he willed himself to a stop in midair. "Interesting", he commented. "It seems I underestimated you. Slightly". He raised the Wand, and Superman found himself paralyzed once again. "Now, then", Doom said, stepping past his motionless form. "What have we here..." he approached the machine, where the two women lay side by side, deep in a trance state.

And an enormous hammer of green energy abruptly slammed down on Doom's armored head with a force that drove his lower legs into the concrete floor. "What-" he stuttered, as his concentration broke and Superman turned around. On his finger was a green glowing ring, with a lantern emblem engraved in the stone. "I thought I'd bring a little ace in the hole of my own", he said. "I found it at the bottom of that pit you made out of Rhode Island. There was nothing left of the man who wore it, but I'm sure he sends his regards". Superman aimed the ring, and a gigantic green fist smashed into Doom, embedding him in the wall.

Snarling with rage, Doom burst free, raising the Wand-

-just as Supergirl crashed into him from the opposite side. For a moment she wrestled with him, grappling the arm that held the Wand, but his strength was too much for her. She snapped her head forward and sank her teeth into his wrist, biting through the metal gauntlet as if it were cheesecloth. Doom roared, throwing her off with a furious motion that flung her across the room and into a bank of generators. Lights flickered, dimmed, and brightened again.

He raised the Wand once again, and the power ring on Supeman's finger shattered.

At the same instant, the viewscreen flickered, an image forming, of a verdant green Earth, with a green crystal palace taking up much of the eastern seaboard, so large that it was visible from space. Doom stared at it, and suddenly his armored form blurred, seeming almost to split in two. He gasped, staggered slightly, and then his form stabilized as he raised his head.

"So that's your puerile plan", he sneered. "You're trying to reverse the quantum event that brought me here, of course. Fools. Your understanding of the principles involved is too limited for such a simple solution. You cannot force me out of this reality against my will. And the will of Doom is powerful beyond your feeble comprehension".

* * *

"This was your plan all along", Luthor accused.

Reed met his eyes. "I know Victor Von Doom", he said. "I knew what he would do to your world. So I went along with your goal, trying to locate your world, because I've come to know you, as well".

Luthor nodded. "It's the Heisenberg uncertainty principle", he said. "Events at a quantum level are actually determined by our mental state. So you couldn't switch us back unless we _wanted _to go back.

"But we don't _both _have to want it. One is enough. And that's why you showed me what Doom's done to my home planet-knowing I could never tolerate it."

Luthor smiled grimly. "Well played, Richards. You'll get your wish. I hope you'll find it's been worth it."

He hesitated. "One more thing, though. Before I go, I'm going to leave you with a little gift, for that psychopath. Give him my regards".

* * *

Doom raised the Wand once again, and again gasped as his body seemed to flicker. "What are you doing, you imbecile!" he suddenly shouted, seemingly to no one. "Fool! Stop this at once! Can't you see, it's what they want..." suddenly, he threw back his head, and screamed, a raw sound of rage and frustration, and possibly, an element of fear, and dropped to his knees.

Superman and Supergirl approached, cautiously. The armored form looked up, then struggled to his feet. "Capes again", he muttered, glancing behind him and tearing the cloth free. "What is it with this guy and capes? And masks, too". He pulled off the metal mask, revealing the unscarred face of that world's Von Doom.

He looked at the Wand of Watoomb, with a puzzled expression. "And what the hell is this thing?"

Superman stepped forward. "In your hands, just a hunk of rock", he said. "Welcome home, Lex". And he delivered a right cross that knocked Luthor's armored body completely through the walls of the observatory, to arc high into the stratosphere before plunging to earth, unconscious, in the waters off the coast of Africa.

* * *

"Richards", Von Doom snarled. "I knew I sensed your hand in this. That caped simpleton could not have done this alone." He looked down at his body, at the high-tech armor he now wore, and slowly smiled. "Interesting", he said. "This body _also_has Kryptonian powers. I wonder how he did it".

He looked at Richards, smiling grimly. "No matter", he said. "At least I shall have my revenge upon you". He slowly rose above the floor, and began to drift toward his enemy, taking his time, a cat toying with a mouse.

He paid no attention to the lead box in Richards' hands.

"Actually, it was Luthor's hand you sensed more than mine", Reed said. "You really pissed him off, you know. That's why he left me with a little present for you, something he brought back during his time travels.

"It's called Kryptonite", Reed said, opening the box. "You're really, really not going to like it."


End file.
